Venessa Naidoo
About Venessa Naidoo
Independent non-executive director of Lesaka since 2023; age 61. A Chartered Accountant (SA) with a Bachelor of Accounting and a Postgraduate Diploma in Accountancy (University of Durban-Westville) and completion of the Harvard Business School and University of the Witwatersrand Senior Executive Programme. Her background spans finance, launching new technologies, rapid international growth and restructurings across emerging markets; the Board cites her international finance/audit experience and entrepreneurial track record as core credentials. She is classified as Nasdaq‑independent and designated an Audit Committee financial expert.
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OUTsurance Holdings Limited (JSE: OUT) | Director (non-executive) | Not disclosed | External directorship disclosed in Lesaka proxy |
| RFG Holdings Limited (JSE: RFG) | Director (non-executive) | Not disclosed | External directorship disclosed in Lesaka proxy |
| Fortress Real Estate Investments Limited (JSE: FFB) | Director (non-executive) | Not disclosed | External directorship disclosed in Lesaka proxy |
Board Governance
- Independence: The Board determined she is independent under Nasdaq Rule 5605; she is also designated an “audit committee financial expert.”
- Committees: Member, Audit Committee (10 meetings FY2025); Member, Remuneration Committee (4 meetings FY2025). Not a chair.
- Attendance: Each director attended at least 75% of Board (6 meetings) and applicable committee meetings during FY2025.
- Executive sessions: Non‑employee directors generally meet in executive session at each Board and committee meeting.
| Committee | Role | FY2025 Meetings | Attendance |
|---|---|---|---|
| Board of Directors | Independent Director | 6 | ≥75% (all directors met threshold) |
| Audit Committee | Member | 10 | ≥75% (all directors met threshold) |
| Remuneration Committee | Member (joined Oct 2024) | 4 | ≥75% (all directors met threshold) |
Fixed Compensation (Director)
| Fiscal Year | Cash Fees ($) | Equity Awards ($) | Options ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2025 | 128,750 | - | - | 19,264 (VAT reimbursed) | 148,014 |
Notes:
- Lesaka indicates directors receive a base Board fee plus incremental committee and chair fees; Ms. Naidoo joined the Remuneration Committee in Oct 2024 and her cash fees include the prorated committee service. Non‑employee director compensation is primarily cash; no equity grants to directors were reported for FY2025.
Performance Compensation (Director)
- No performance‑based compensation or equity awards disclosed for Ms. Naidoo as a director in FY2025.
Other Directorships & Interlocks
| Company | Ticker | Role | Notable Interlocks/Considerations |
|---|---|---|---|
| OUTsurance Holdings Limited | OUT (JSE) | Director | Lesaka Lead Independent Director, Kuben Pillay, is also Lead Independent Director at OUTsurance; this is a network tie, not a related-party transaction. |
| RFG Holdings Limited | RFG (JSE) | Director | No related-party links disclosed with Lesaka. |
| Fortress Real Estate Investments Limited | FFB (JSE) | Director | No related-party links disclosed with Lesaka. |
- Remuneration Committee interlocks: Lesaka discloses none; no officer-director cross-compensation committee interlocks.
Expertise & Qualifications
- Chartered Accountant (SA); Bachelor of Accounting; Postgraduate Diploma in Accountancy; HBS and Wits Senior Executive Programme.
- Board-designated Audit Committee financial expert; independent.
- Experience in finance, audit, technology launches, international expansion, restructurings, and operating in emerging markets/currencies.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | No shares beneficially owned reported for Venessa Naidoo. |
| Ownership guidelines | Lesaka has ownership guidelines for certain executives, but non‑employee directors are not required to own shares. |
| Pledging/Hedging | Anti‑hedging policy prohibits pledging and derivatives; any exception requires pre‑approval by the Group Compliance Officer. |
| Section 16 reporting | No delinquent filings disclosed for Ms. Naidoo; only Mr. Smith and Mr. Mali had late Form 4s in FY2025. |
Governance Assessment
-
Positives
- Independent director and Audit Committee financial expert; sits on Audit and Remuneration committees—key levers for financial reporting integrity and pay governance.
- Attendance met Board standard (≥75%); committees were active in FY2025 (Audit 10 meetings; Remuneration 4).
- Remuneration Committee (of which she is a member) uses an independent consultant (Pay Governance); committee found no conflicts—supports objectivity in compensation oversight.
- Formal clawback policy and anti‑hedging/pledging policy in force; Remuneration Committee oversees compensation risk—reduces pay‑risk concerns.
-
Watch items / potential alignment gaps
- No director share ownership reported and no director ownership requirement—may be viewed as weaker “skin‑in‑the‑game” by some investors.
- Multiple external public boards (OUTsurance, RFG, Fortress) may raise time‑commitment questions for some governance frameworks, though no overboarding policy violation is disclosed by Lesaka.
- Network interlock: Lesaka’s Lead Independent Director (Pillay) also serves at OUTsurance, where Ms. Naidoo is a director; not a related party, but a governance tie to monitor for information flow dynamics.
-
Related‑party/Conflicts
- Lesaka discloses its related‑party transaction review and Audit Committee approval process; no related‑party transactions disclosed involving Ms. Naidoo.
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Say‑on‑Pay context
- Shareholders supported FY2024 executive compensation at 97.5%, indicating a constructive environment for pay governance.